Special Termination Right. Executive shall have the right to terminate his employment hereunder upon 90 days prior written notice to Company at any time within 30 days after (a) the occurrence, during or after the final year of the initial Term, of a Compensation Notice Delinquency or (b) the date on which he is notified pursuant to Section 3.1 hereof of his Base Salary and bonus plan eligibility with respect to any fiscal year of Company commencing after the end of the initial Term of this Agreement. Upon termination of Executive's employment pursuant to this Section, Company shall not be obligated to make any further payments to Executive under this Agreement other than as provided in Section 4.6.
Special Termination Right. Executive shall have the right to terminate his employment hereunder upon 90 days prior written notice to Company at any time within 30 days of (a) the occurrence during or after the final year of the initial Term of a Compensation Notice Delinquency or (b) the date on which he is notified pursuant to Section 3.1 hereof of his Base Salary and bonus plan eligibility with respect to any fiscal year of Company commencing after the end of the initial Term of this Agreement. Upon termination of Executive's employment pursuant to this Section, Company shall not be obligated to make any further payments to Executive under this Agreement other than amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive as of Executive's termination.
Special Termination Right. (a) If Ashland or Marathon (the “Terminating Member”) notifies the Board of Managers of the Company and the other Member (the “Non-Terminating Member”) in writing pursuant to Section 2.03 of the LLC Agreement that it wants to terminate the term of the Company at the end of the Initial Term or any succeeding 10-year period (any such notice being a “Termination Notice”), then, subject to Section 2.01(b), the Non-Terminating Member shall have the right, exercisable at any time during the 180-day period following its receipt from the Terminating Member of a Termination Notice, to purchase from the Terminating Member on the Scheduled Closing Date (the “Special Termination Right”), and the Terminating Member shall thereupon be required to sell to the Non-Terminating Member on the Scheduled Closing Date, all of its Membership Interests and, in the circumstance where Ashland is the Terminating Member, the Ashland LOOP/LOCAP Interest, for an aggregate amount equal to the purchase price (the “Special Termination Price”) set forth in Section 2.02(a), plus interest on the Special Termination Price at a rate per annum equal to the Base Rate, with daily accrual of interest, for the period commencing on the Special Termination Exercise Date and ending on the Scheduled Closing Date. The Special Termination Right shall automatically terminate at the close of business on the 180th day following the Non-Terminating Member’s receipt of a Termination Notice, unless previously exercised by the Non-Terminating Member in accordance with the provisions of Section 2.03.
Special Termination Right. SECTION 2.01. Special Termination Right 20 SECTION 2.02. Special Termination Price 20 SECTION 2.03. Method of Exercise 21 ARTICLE III Marathon Call Right SECTION 3.01. Marathon Call Right 21 SECTION 3.02. Marathon Call Price 21 SECTION 3.03. Method of Exercise 22 SECTION 3.04. Limitation on Marathon’s Ability To Exercise its Marathon Call Right 22
Special Termination Right. 20 SECTION 2.02.
Special Termination Right. If the Optionee’s employment is terminated pursuant to the terms and conditions of the Special Termination Right, as such term is defined in , the unvested portion of the Option will fully vest and become immediately exercisable upon the Termination Date, and will continue to be outstanding and in effect for (i) five years following the Termination Date if such termination occurs on or after Optionee’s attainment of age 55 or (ii) three years following the Termination Date if such termination occurs before Optionee’s attainment of age 55 (or, in either case, if earlier, until the Option Expiration Date).]
Special Termination Right. The parties acknowledge and agree that if, notwithstanding the provisions of Section 7.19.B any Manager terminates any Management Agreement or this Agreement in connection with such Manager’s reorganization, recapitalization or bankruptcy, Tenant shall have the right to terminate each remaining Management Agreement and Franchise Agreement (without any termination fee or penalty) by giving written notice thereof to Marriott and the Managers, in which event, all Management Agreements and Franchise Agreements shall terminate on the later to occur of the date set forth in such notice and thirty (30) days after the giving thereof. [Signatures begin on the following page.]
Special Termination Right. You may terminate your employment for any reason or for no reason within 30 days immediately following the second anniversary of the Effective Date (your “Special Termination Right”). If you exercise your Special Termination Right, you will receive, within 30 days following your Termination Date or for Performance Shares and Performance Units, as soon as practicable after the end of the applicable performance period in accordance with the applicable award agreements, if later, subject in each case to Section 3(c) and Section 4(j): (1) immediate vesting of any unvested Options (other than your April 2, 2007 stock option award) and BNY-Mellon stock options which you hold at the date of your Termination Date, and such Options and BNY-Mellon stock options will remain exercisable for (x) 5 years if you are eligible for Retirement on such date (as defined in Section 3(d)), or (y) 3 years if you are not eligible for Retirement on such date, notwithstanding the original terms of such Options and BNY-Mellon stock options (but not later than the original expiration dates of such respective options), (2) pro rata vesting of any unearned Performance Shares and Performance Units, in each case based on actual performance as of the end of the applicable performance period in accordance with Section 3(a)(iii)(A) hereof, and full vesting of any earned (as of your Termination Date based on actual performance at the end of the applicable performance period) unvested Performance Shares and Performance Units, (3) pro rata vesting of your April 2, 2007 restricted share unit and stock option awards pursuant to the terms of such award agreements; (4) pro rata vesting of your Team Bonus Award, if granted by BNY-Mellon, based on the number of days during the Transition Period which have elapsed before your Termination Date, valued, as applicable, using the Termination Price and to be paid in accordance with the terms of the Team Bonus Award Program and (5) a lump-sum cash payment equal to the pro rata portion of your annual bonus for the fiscal year in which you exercise your Special Termination Right, calculated in accordance with Section 3(a)(ii) hereof, except that “Bonus Amount” in clause (x) of Section 3(a)(ii) shall mean the amount of your annual bonus for the fiscal year of your termination as determined by BNY-Mellon based on actual performance achieved through the end of such fiscal year, to be paid, notwithstanding anything to the contrary herein, at the same time that an...
Special Termination Right. Section 6.04 of the Agreement is hereby redesignated as Section 6.05 and the following new Section 6.04 is hereby added to the Agreement:
Special Termination Right. Diamond shall have the right, but not the obligation, to terminate this Agreement, effective as of December 15, 2010, upon at least 270 days prior written notice to Distributor; provided, that all of the following conditions have been met:
